UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~x ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~March~~13 ~~31,~~OR ~~2010~~15(d) OF

orTHE SECURITIES EXCHANGE ACT OF 1934

~~o TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~Fiscal TOYear ~~SECTION~~Ended 13March OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2011

~~For~~o TRANSITION ~~the~~REPORT ~~transition~~PURSUANT ~~period~~TO ~~from~~SECTION ~~__________~~13 toOR ~~__________~~15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 333-144765

AFFORDABLE GREEN HOMES INTERNATIONAL

(Exact name of registrant as specified in its charter)

Nevada	87-0785410
(State or other jurisdiction of Incorporation or organization)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1325 Spruce St, Suite 200

Riverside, CACalifornia 92507

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~(Zip Code)~~

(951) 538-8362

(Registrant'’s telephone number, including area code:)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value

~~Common~~Indicate ~~Stock~~by check mark whether the Company is a well-known seasoned issuer, ~~$.0001~~as ~~par~~defined ~~value~~by Rule 405 of the Securities Act.Yes o No x.

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(~~Title~~d) of ~~Class)~~the Act.Yes o No x.

Indicate by check mark ifwhether the ~~registrant~~Company is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes o No x.

~~Yes o No x~~i

Indicate by check mark if ~~the~~disclosure ~~registrant~~of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not ~~required~~contained toherein, ~~file~~and ~~reports~~will ~~pursuant~~not be contained, to ~~Section~~the 13best of the Company’s knowledge, in definitive proxy or ~~Section~~information ~~15(d)~~statements incorporated by reference in Part III of ~~the~~this ~~Act~~Form 10-K or any amendment to this Form 10-K. o.

~~Yes o~~Indicate Noby xcheck mark whether the Company is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated file and larger accelerated filer” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ~~whether~~Accelerated ~~the~~filer ~~registrant~~o ~~(1)~~Non-accelerated ~~has~~filer ~~filed~~o ~~all~~Smaller ~~reports~~Reporting ~~required~~Company to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x

~~Yes x~~Indicate Noby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

1The aggregate market value of the voting common equity held by non-affiliates of the registrant as of March 31, 2011 was approximately $15,583.33 (based upon 4,675,000 shares at $0.0033 per share).

~~Indicate~~As byof ~~check~~March ~~mark~~31, ~~whether~~2011, ~~the~~there ~~registrant~~were ~~has submitted electronically and posted on its corporate Web site~~12, ~~if any~~925,000 ~~every~~shares ~~Interactive Data File required to be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~common ~~S-T~~stock ~~(§ 229~~outstanding.~~405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).~~

Yes o No o (Not Required)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained herein, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The aggregate market value of the Company's Common Stock held by non-affiliates of the registrant as of March 31, 2009 was approximately $646,250 (based upon 12,925,000 shares at $0.05 per share).

For the fiscal year ended March 31, 2010 the Company's revenue was $0

As of March 31, 2010, the number of shares of Common Stock outstanding was 12,925,000

DOCUMENTS INCORPORATED BY REFERENCE

None.

2ii

AFFORDABLE GREEN HOMES INTERNATIONAL~~, INC.~~

FORM 10-K

FOR THE YEAR ENDED MARCH 31, 2011

TABLE OF CONTENTS

		Page
PART I
ITEM 1	BUSINESS	4
ITEM 1A	RISK FACTORS	6
ITEM 1B	UNRESOLVED STAFF COMMENTS	6
ITEM 2	PROPERTIES	6
ITEM 3	LEGAL PROCEEDINGS	6
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	6
PART II
ITEM 5	MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
	Holders	7
	Dividends	7
ITEM 6	SELECTED FINANCIAL DATA	8
ITEM 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
	Results of Operations	8
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	9
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	9
ITEM 9A	CONTROLS AND PROCEDURES	9
ITEM 9B	OTHER INFORMATION	10
PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	10
	Indemnification of Directors and Officers	11
	Compliance with Section 16(A) of the Exchange Act	11
ITEM 11	EXECUTIVE COMPENSATION	11
	Summary Compensation Table	11
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	12
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	12
ITEM 14	PRINCIPAL ACCOUNTING FEES AND SERVICES	13
PART IV
ITEM 15	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	14
SIGNATURES		14

PART I	1

ITEM 1 – BUSINESS	1

ITEM 1A – RISK FACTORS	3

ITEM 1B – UNRESOLVED STAFF COMMENTS	3

ITEM 2 – PROPERTIES	3

ITEM 3 – LEGAL PROCEEDINGS	3

ITEM 4 – MINE SAFETY DISCLOSURES	3

PART II	4

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS and Issuer Purchases of Equity Securities	4

ITEM 6 – SELECTED FINANCIAL DATA	4

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	7

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	7

ITEM 9A – CONTROLS AND PROCEDURES	8

ITEM 9B – OTHER INFORMATION	8

PART III	9

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	9

ITEM 11 – EXECUTIVE COMPENSATION	11

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	12

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE	12

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES	13

PART IV	14

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES	14

3iii

PART I

ITEM 1. – BUSINESS.

~~The Company~~Overview

~~Affordable~~We ~~Green~~were ~~Homes, International, Inc. (“we”, “us” or “AGHI” ) was~~ incorporated ~~in Nevada~~ on October 10, 2006 A ~~registration~~in ~~Statement~~the onstate ~~Form~~of ~~SB-2,~~Nevada asin ~~amended,~~order ~~was initially filed on July 23, 2007. A post-effective amendment no. 2~~ to ~~form~~develop ~~SB-2~~real onproperties ~~form~~and ~~S-1~~construction ~~registration statement under the securities act of 1933 was filed on July 8, 2008~~technologies.

The Business

~~Affordable~~We ~~Green~~are ~~Homes International, Inc. (“AGHI”) was founded on the basis of developing properties and technologies in an environmentally responsible yet profitable manner and is~~ engaged in the business of construction of ~~Residential~~residential, ~~Commercial~~commercial and ~~Industrial~~industrial structures using “Structural Concrete Insulated Panel” technology (“SCIP”) ~~Technology~~. ~~Affordable Green Homes International, Inc. was incorporated in the State of Nevada on October 10, 2006.~~ We initially intend to provide moderate- to low -cost housing in the Northern Panhandle of Texas around the Stinnett/Perryton ~~Area~~area where an acute housing shortage currently exists, and in the ~~Hurricane~~area ~~affected areas~~ of Galveston, Texas, ~~area~~which has been affected by Hurricane Ike. Homes ~~These~~utilizing ~~homes~~SCIP technology are ~~built~~constructed ~~out~~with of high quality, lightweight, prefabricated ~~Structural Concrete Insulated Panels (SCIP’s)~~panels. The interior and exterior surfaces of the panels are covered with a concrete coating, designed and tested to resist hurricanes, tornados, ~~hail, fire~~ and earthquakes. When the homes are completed, they are significantly more structurally sound than wood or concrete alone and can typically be constructed in less than 9030 days. ~~We are convinced that there is a real need for homes like these in the economically burgeoning areas in which we are concentrating.~~

~~The~~We ~~company~~intend ~~intends~~ to operate 3three business units:

	1.	A SCIP manufacturing unit
	2.	A construction unit based in the Northern Panhandle of Texas, primarily around the Stinnett/Perryton Area.

	1.	A SCIP manufacturing unit;
	2.	A construction unit based in the Northern Panhandle of Texas, primarily around the Stinnett/Perryton area; and
	3.	A construction unit based in the Galveston, Texas area.

3.SCIP AManufacturing: In ~~construction~~2007, ~~unit~~Ron ~~based~~Bell inbuilt ~~the~~a ~~Galveston~~SCIP home near Crystal Beach, ~~Texas~~directly ~~area~~on the Gulf Coast approximately ten miles northeast of Galveston. The home was built on pilings that were designed so that a hurricane-type high surf would pass underneath and not injure the structure of the home. This ~~unit~~home ~~will~~was dothe ~~reconstruction~~only ~~following~~house within several blocks to survive Hurricane Ike. This house in Crystal Beach has significantly raised the awareness of construction using SCIP technology in those areas prone to hurricanes, tornados and earthquakes. Officials from the Federal Emergency Management Agency (FEMA) as well as Texas Tech University have visited the Crystal Beach House to inspect it and discuss a wide range of topics concerning using this type of construction all along the Gulf Coast.

~~SCIP~~Construction ~~Manufacturing~~Unit ~~Summary: The~~– ~~Company~~Northern ~~believes~~Texas ~~that~~Panhandle: There ~~construction~~is ~~using~~an ~~SCIP~~acute ~~technology~~housing ~~will~~shortage ~~start its real growth~~ in ~~2010. In 2007, Ron Bell built a SCIP home near Crystal Beach. Crystal Beach is directly on~~ the ~~Gulf~~Northern ~~Coast~~Panhandle ~~approximately 10 miles northeast~~ of ~~Galveston~~Texas. ~~The home was built on pilings that were designed so that a hurricane type high surf would pass underneath and not injure the structure of the home.~~ This house was the only one within several miles to survive Hurricane Ike virtually unscathed. The Crystal Beach House has raised the awareness of construction using this technology in areas prone to hurricanes, tornados and earthquakes. It is ~~our~~due ~~intention~~ to ~~be the leader in this industry. FEMA officials as well as the Structures group from Texas Tech University have both been to the house to inspect it and discuss~~ a ~~wide~~number ~~range~~ of ~~topics concerning using this type of construction all along the gulf coast.~~factors:

~~Northern~~1. ~~Texas~~Conoco-Phillips ~~Panhandle~~– ~~Summary: There~~seven isto anten ~~acute~~year ~~housing~~plant ~~shortage~~expansion in2. ~~the~~Chevron ~~Northern~~– ~~Panhandle~~seven to ten year plant expansion 3. Two Carbon Black plants within ten miles of ~~Texas~~Stinnett 4. ~~This~~ isNew ~~due~~plastics toplant awithin ~~number~~ten miles of ~~factors:~~Stinnett 5. New aircraft plant (Osprey Project) within 20 miles of Stinnett

	1.	Conoco-Phillips – 7 to 10 year plant expansion
	2.	Chevron – 7 to 10 year plant expansion

Due to this acute shortage, we believe that there will be high demand for our construction of medium sized houses (i.e., those ranging from 1200 to 1500 sq. ft.) in the area. Our management has met with the Mayor of Stinnett as well as the President of the Stinnett Community Development Corporation, and both have confirmed that there is a demand for the type of housing we can deliver. We are currently working to locate residential lots to begin construction by summer 2012.

	3.	Wind Generation – T. Boone Pickens and others building massive wind farms within 10 miles of Stinnett (north, east and west of town)
	4.	Two Carbon Black plants within 10 miles of Stinnett

Construction Unit – Galveston Area: Because Hurricane Ike created a great deal of destruction and devastation in the general area, there are a large number of homes and commercial structures that need to be rebuilt. We are currently in discussions with several major insurance carriers about rebuilding homes which utilize SCIP technology.

	5.	New plastics plant within 10 miles of Stinnett
	6.	New aircraft plant (Ospray Project) within 20 miles of Stinnett

~~All~~ITEM ~~of the motels and apartments are booked solid and have been for over a year. The company feels that building some medium size houses, 1200-1500 sq ft, as well as one (~~1) to– ~~three~~BUSINESS (3) 40 unit 2 story motels would sell quickly in this area. Ron Bell (our highly qualified consultant for this area) has met with the Mayor of Stinnett as well as the President of the Stinnett Community Development Corporation, and both have told him that there is a great demand for the products that we can deliver. The City of Stinnett sold us three home lots for a total of $2000. We started construction on the first house on April 19th. The first house was completed in December of 2009. The housing market in the Panhandle of Texas is non-~~existent. We~~ ~~have a deposit on the house and hope to close the transaction by the end of August 2010.~~continued

Galveston Area Summary: A major opportunity presented itself with Hurricane Ike. There is a great deal of devastation in the general area and there will be a large number of homes and commercial structures that will need to be rebuilt following the hurricane. Affordable Green Homes will be at the center of the rebuilding. In 2007, Ron Bell built a SCIP home near Crystal Beach. Crystal Beach is directly on the Gulf Coast approximately 10 miles northeast of Galveston. The home was built on pilings that were designed so that a hurricane type high surf would pass underneath and not injure the structure of the home. We are also in discussions with major insurance carriers about rebuilding homes with our type of construction.

ITEM 1. BUSINESS. - continued

Markets/ Potential Customer Base

AGHI has been approached by various parties who recognize the value of our type of construction. Potential expansion is worldwide. Some of the countries we have been in contact with to build affordable housing are:

Mexico Peru Nigeria Saipan Guam India Brazil Indonesia Haiti

Competition

~~RHINO~~The ~~BULDING~~residential ~~INDUSTRIES~~homebuilding industry is highly competitive. Many of our competitors are substantially larger, better financed and have superior resources compared to us. Some of our competitors are large national home builders that utilize a large variety of building materials, including SCIP or something substantially similar. These competitors include Lennar Corp., Beezer Homes USA, KB Homes, D.R. Horton, and Pulte Group, Inc.

~~Rhino~~Our ~~Building~~noteworthy ~~Industries~~competitors ~~offers~~for ~~two~~prefabricated ~~different~~panels ~~building systems. Both systems have a polystyrene core with 2x2 mesh on both sides. Truss wires are placed every six inches~~ and ~~either~~other ~~welded~~similar orbuilding ~~clipped~~materials ~~to the outside mesh.~~include:

~~CLIP PANEL SYSTEM: This system uses a vertex clip in place of welds~~1. ~~The~~ Rhino ~~clip~~Building ~~on panel system is less costly than the automated weld system with the same end result.~~ Industries

~~WELD PANEL SYSTEM: This system has an automated welder~~2. Solarcrete

~~HADRIAN~~3. Clip ~~TRIDI-SYSTEMS~~Panel Systems

~~The Tridipanel is a prefabricated panel that consists of a super-insulated core of rigid expanded polystyrene sandwiched between two engineered sheet of eleven gauge steel welded wire fabric mesh~~4. To Weld ~~complete~~Panel the panel form process a nine gauge galvanized steel truss wire is pierced completely through the polystyrene core at off set angles for superior strength and welded to each of the outer layer sheets of eleven gauge steel welded wire fabric mesh. Systems

~~Tridipanel is used for numerous building applications~~5. It Hadrian ~~may be used in place of wood framed walls, metal framed walls, and masonry block walls or in place of pre~~Tridi-~~cast panels. Tridipanel may also be used for floor systems, ceilings and to provide a roof structure. Tridipanel is also a product for building privacy.~~ Systems

~~SOLARCRETE~~ In addition to competition for homebuyers, we also compete with other homebuilders for desirable properties, raw materials and access to reliable, skilled labor.

Solarcrete is a built in place system using 7-1/4" foam core with 2-3/8"of fiber reinforced shotcrete over rebar on each side. Sipcrete / Siptec-Sipcrete - The original technology dates back to 1974 which has continually been improved. SIPTEC brings their knowledge of SCIP's manufacturing and application to the Sipcrete Thermocore. Using the SIPTEC composite Interconnector and low cost assembly methodology means Thermocores can be produced by DIY self builders and in low tech plants to local product use. This firm is based in the UK.

The Company faces competition from over 2000 home builders delivering between 100-300 homes per year. However, the housing crunch that started in 2009 has dramatically hurt many of them. The company believes that if we can arrange a reasonable amount of funding, we will be able to leapfrog into a strong position in 2011.

Effect if Governmental Regulations on our Business

ItHomes isand residential communities that we build must comply with state and local laws and regulations relating to, among other things, zoning, construction permits or entitlements, construction material requirements, density requirements, and requirements relating to building design and property elevation, building codes and handling of waste. These include laws requiring the ~~intention~~use of construction materials that reduce the ~~Company~~need for energy-consuming heating and cooling systems. These laws and regulations are subject to ~~establish~~frequent anchange ~~independent~~and ~~operating~~often ~~company~~increase inconstruction ~~each~~costs. In ~~jurisdiction~~some instances, we must comply with laws that require commitments from us to provide roads and other offsite infrastructure to be in ~~which~~place prior to the ~~Company~~commencement ~~carries~~of ~~out~~new ~~its business~~construction. These ~~Said~~laws ~~operating~~and ~~company~~regulations ~~will~~are beusually ~~fully~~administered ~~compliant~~by ~~with~~counties and ~~abide~~municipalities byand ~~all~~may ~~local~~result ~~laws~~in fees and ~~regulations~~assessments or building moratoriums. In addition, certain new development projects are subject to assessments for schools, parks, streets and highways and other public improvements, the ~~relevant~~costs ~~jurisdiction~~of which can be substantial.

5The residential homebuilding industry is also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. These environmental laws include such areas as storm water and surface water management, soil, groundwater and wetlands protection, subsurface conditions and air quality protection and enhancement. Environmental laws and existing conditions may result in delays, may cause us to incur substantial compliance and other costs and may prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas.

~~ITEM~~In 1.order ~~BUSINESS.~~to make it possible for some of our homebuyers to obtain FHA-insured ~~continued~~or VA-guaranteed mortgages, we must construct the homes they buy in compliance with regulations promulgated by those agencies.

Research and Development Activities and Costs

~~AGHI~~We ~~has~~have not incurred any costs to date ~~other~~relative ~~than~~to ~~the~~research ~~construction~~and ofdevelopment ~~the first house in Stinnett~~activities. We ~~The~~plan ~~company plans~~ to undertake research and development activities during the ~~second~~summer ~~half~~ of ~~2010~~2012 in order to improve our manufacturing process as well as to develop ~~“greener”~~low environmental impact building components.

Costs and Effects of Compliance with Environmental Laws and Regulations

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that address issues specific to our business. No assurance can be given that environmental regulations will not, in the future, result in a curtailment of service or otherwise have a materially adverse effect on our business, financial condition or results of operation. Public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stricter environmental legislation and regulations could continue. To the extent that laws are enacted or other governmental action is taken that imposes environmental protection requirements that result in increased costs, our business and prospects could be adversely affected.

Bankruptcy

We have not been involved in any bankruptcy, receivership or similar proceedings.

Equity Incentive Plan

We currently have no equity incentive or option plan in place.

~~Number of Employees~~2

WeITEM ~~currently employ approximately~~ 1 ~~full-time employees and~~ no– ~~part~~BUSINESS -~~time~~ ~~employees. We have no collective bargaining agreements with any labor organization and we believe that we enjoy good relations with our employees.~~continued

~~ITEM 1A. RISK FACTORS~~Employees

~~Not~~As ~~Required~~of the date hereof, we have no full-time employees and no part-time employees.

ITEM ~~1B.~~1A ~~UNRESOLVED~~– ~~STAFF~~RISK ~~COMMENTS~~FACTORS

~~Not~~We ~~Required~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”) and are not required to provide the information under this item.

ITEM 2.1B ~~PROPERTIES.~~– UNRESOLVED STAFF COMMENTS

We are ~~located~~a ~~at 1325~~smaller ~~Spruce~~reporting ~~St,~~company ~~Suite~~as ~~200~~defined ~~Riverside,~~by CARule ~~92507~~12b-2 ~~County~~ of ~~Riverside,~~the ~~CA. Our~~Exchange ~~present~~Act ~~facility~~and isare anot ~~standard~~required ~~200~~to ~~square~~provide ~~foot~~the ~~conventional~~information ~~office~~required ~~space~~under this item.

ITEM 3.2 ~~LEGAL~~– ~~PROCEEDINGS.~~PROPERTIES

We ~~are~~do not aown ~~party~~any real property. Our principal executive offices are located at 1325 Spruce St, Suite 200, Riverside, California 92507. This approximately 200 square feet of office space is furnished to ~~any~~us ~~pending~~on ~~legal~~a ~~proceedings~~rent-free basis by The Vahl Software Group, ~~nor~~of ~~are~~which weMichael ~~aware~~P. Vahl, our President, Chief Executive Officer, and a member of ~~any~~the ~~governmental~~Board ~~authority~~of ~~contemplating~~Directors, is the sole proprietor. We only have a temporary verbal lease, revocable at any ~~legal~~time, ~~proceeding~~from ~~against~~The usVahl Software Group to use this office space. We consider the office space to be adequate for the current operation of our business.

ITEM 4.3 ~~SUBMISSION~~– OFLEGAL ~~MATTERS TO A VOTE OF SECURITY HOLDERS.~~PROCEEDINGS

~~The~~To ~~Annual Meeting of~~ the ~~Shareholders~~best ~~was~~knowledge ~~held~~of ~~on September 9~~management, ~~2008. The~~there ~~shareholders~~are ~~elected~~no ~~the Board~~litigation ofmatters ~~Directors~~pending ~~to serve for one year~~ or ~~until~~threatened ~~the~~against ~~next~~us, ~~annual~~nor ~~meeting. The~~are ~~board~~we ~~remains~~aware ~~consisting~~ of ~~Michael~~any ~~Vahl~~governmental ~~(Chairman),~~authority ~~Zachary~~contemplating ~~Lark~~any ~~(Secretary/Treasurer)~~legal ~~and~~proceeding ~~Randall~~against ~~Buchanan~~us. ~~Shareholders voted to retain Ronald Chadwick as the Corporate Auditor and Barry Falk as Corporate Counsel.~~

6ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. – MARKET FOR ~~THE~~ REGISTRANT'’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information.

As of March 31, ~~2010~~2011, ~~the~~ our ~~Company’s~~ common stock has not commenced trading. Our common stock was last purchased in June 2008, in a private transaction, whereby we sold 3,000,000 shares at a purchase price of $0.0033 per share.

Holders

As of March 31, ~~2010~~2011 there were approximately 3635 holders of record of our common stock~~, not including persons holding shares in “street” names~~.

Dividends

We have not declared nor paid any cash ~~dividends~~dividend ~~since~~on ~~inception~~our common stock, and ~~presently~~we ~~anticipate~~currently ~~that~~intend ~~all~~to retain future earnings, if any, ~~will~~to befinance ~~retained~~the ~~for~~expansion ~~development~~ of our business, and ~~that~~do nonot expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be ~~declared~~made by the Board of Directors, in their discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the ~~foreseeable~~Board ~~future~~of Directors considers significant.

Recent Sales of Unregistered Securities

SHAREHOLDER	CERT #	SHARES	AMT. PD.	DATE
Nancy Jones	101	250,000	$2,500	10/27/06
Chris Jones	102	100,000	$1,000	10/27/06
Geoff Mehl	103	25,000	$250	10/27/06
William Tervo	104	150,000	$1,500	10/27/06
Deborah Jones	105	100,000	$1,000	10/27/06
Stephanie Hill	106	250,000	$2,500	10/27/06
William Tervo	107	50,000	$500	10/27/06
John Jones	108	1,000,000	$6,000	10/27/06
Randall Buchanan	109	100,000	$1,000	10/27/06
Juliann Basilio	110	100,000	$1,000	10/30/06
A-Finn Finance & Investment LLC	111	2,000,000	$20,000	10/30/06
Stephen Matthew K.	112	260,000	$2,600	10/30/06
Girvan Kroesing	113	100,000	$1,000	10/30/06
William & Catherine Kroesing	114	20,000	$200	10/30/06
Mark & Laurie Kroesing	115	20,000	$200	10/30/06
Steve Kroesing	116	1,000,000	$10,000	10/30/06
Stephanie Hill	117	1,500,000	$15,000	1/6/2007
John Artzer	118	200,000	Services	2/1/2007
John Wachsmith	119	800,000	Services	2/1/2007
Nancy Jones	120	250,000	Services	2/1/2007
Burg Family Trust UTD 4/16/06	121	600,000	Services	2/1/2007
Carolyn W Plant	122	200,000	$2,000	2/1/2007
Peter Zampaglione	123	200,000	$2000	2/22/2007

None.

Peter E Zampaglione	124	200,000	$2000	2/22/2007
Jeannie Mainland	125	29,000	$290	2/12/2007
Bob Breeden	126	30,000	$300	2/12/2007
William Tervo	127	100,000	$1,000	3/12/2007
Jessica Santoro	128	50,000	$500	3/10/2007
David H Lee	129	95,500	$955	7/1/2007
Bob Breeden	130	95,500	$955	7/1/2007
Michael Neville Jr.	131	50,000	$500	3/10/2007
Michael A Bryan	133	334,000	$5,010	6/3/08
Kurt V. Armbrust	134	333,000	$4,995	6/3/08
Aaron Buxbaum	135	333,000	$4,995	6/3/08
Jeff Jones	136	500,000	$7,500	6/3/08
Green World Construction	137	1,500,000	Services	6/3/08

Repurchases of Equity Securities by the Issuer and Affiliated Purchasers

~~The above shares were pursuant to the exemption from registration provided by section 4(2) of the Securities Act of 1933 as amended~~None.

7Use of Proceeds from Sales of Registered Securities

~~ITEM 6~~None. ~~SELECTED FINANCIAL DATA~~

~~Not~~ITEM ~~Required~~6 – SELECTED FINANCIAL DATA

~~ITEM~~We 7.are ~~MANAGEMENT'S~~a ~~DISCUSSION~~smaller ~~AND~~reporting ~~ANALYSIS~~company OFas ~~FINANCIAL~~defined ~~CONDITION~~by ~~AND~~Rule ~~RESULTS~~12b-2 OFof ~~OPERATIONS~~the Exchange Act and are not required to provide the information required under this item.

~~This~~ITEM ~~analysis~~7 ~~should~~– be read in conjunction with the condensed consolidated financial statements, the notes thereto, and the financial statements and notes thereto included in the Company's Registration Statement on Form SB-2, as amended, initially filed on July 23, 2007. Post-effective amendment no. 2 to form SB-2 on form MANAGEMENT’S-1 ~~registration~~DISCUSSION ~~statement under~~AND ~~the~~ANALYSIS ~~securities~~OF ~~act~~FINANCIAL ofCONDITION ~~1933~~AND ~~was~~RESULTS ~~filed~~OF on July 8, 2008. All non-historical information contained in this annual report is a forward-looking statement. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause the actual results to differ materially from those reflected in the forward-looking statements.OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report.

Overview

We were incorporated on October 10, 2006 in the state of Nevada in order to develop real properties and construction technologies.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. In consultation with our Board of Directors, we have identified several accounting principles that we believe are key to understanding of our financial statements. These important accounting policies require management's most difficult, subjective judgments.

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

Development Stage Enterprise

We are a development stage enterprise, as defined ASC 915, “Accounting and Reporting By Development Stage Enterprises.”

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock Issued for Non-Cash Transactions

It is our policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated. There were no shares of common stock issued for services during the fiscal year ended March 31, 2011.

Going Concern

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to locate sources of capital, and attain future profitable operations. Our management is currently initiating their business plan. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Results of Operations

~~Total~~Results ~~revenue was $0~~ for the ~~year~~Fiscal ~~ended~~Year Ended March 31, ~~2010~~2011 asCompared ~~compared~~ to ~~$0 for~~ the ~~year~~Fiscal ~~ended~~Year ~~March~~Ended 31 2009. The Company spent the past year solidifying relationships and acquiring rights to infrastructure ready lands on which to exercise its plan of operation. We also completed construction of our first home in Stinnett, Texas. Officer and Administrative Compensation were donated during this period and the Company did not book any accrued compensation. Total Assets were $100,238 at March 31, 2010 ~~as compared to $1,089 at March 31, 2009, a net increase of $99,179. The net increase was a result of construction in progress of the first home being built in Stinnett, Texas..~~(audited)

~~PLAN OF OPERATION~~Revenues

~~Affordable~~We ~~Green~~had ~~Homes~~revenues ~~International,~~from ~~Inc.~~operations ~~(“AGHI”) was founded on the basis of developing properties and technologies~~ in ~~an environmentally responsible yet profitable manner and is engaged in~~ the ~~business~~amount of ~~construction~~$0 offor ~~Residential, Commercial and Industrial structures using Structural Concrete Insulated Panel (SCIP) Technology. Affordable Green Homes International, Inc. was incorporated in~~ the ~~State~~fiscal ofyear ~~Nevada~~ended onMarch ~~October 10~~31, ~~2006.~~2011 Weas ~~intend~~compared to ~~provide~~revenues ~~moderate to low cost housing in the Northern Panhandle~~ of ~~Texas~~$0 ~~around~~for the ~~Stinnett/Perryton~~fiscal ~~Area~~year ~~where~~ended anMarch ~~acute housing shortage currently exists~~31, ~~and in the Hurricane affected areas of Galveston, Texas area~~2010. These homes are built out of high quality lightweight prefabricated Structural Concrete Insulated Panels (SCIP’s). The interior and exterior surfaces of the panels are covered with a concrete coating, designed and tested to resist hurricanes, tornados and earthquakes. When the homes are completed they are significantly more structurally sound than wood or concrete alone and can typically be constructed in less than 30 days. We are convinced that there is a real need for homes like these in the economically burgeoning areas in which we are concentrating.

~~The~~Operating ~~company intends to operate 3 business units:~~Expenses

	1.	A SCIP manufacturing unit
	2.	A construction unit based in the Northern Panhandle of Texas, primarily around the Stinnett/Perryton Area.

Operating expenses decreased by $191,015 to $77,909 for the fiscal year ended March 31, 2011, as compared to $268,924 for the fiscal year ended March 31, 2010. The decrease arose from the lack of business activity in the fiscal year ended March 31, 2011.

3.Net ~~A construction unit based in the Galveston, Texas area. This unit will do reconstruction following Hurricane Ike.~~Loss

~~SCIP~~We ~~Manufacturing: The~~had ~~Company believes that construction using SCIP technology will start its real growth in 2010. In 2007, Ron Bell built~~ a ~~SCIP~~net ~~home~~loss ~~near Crystal Beach. Crystal Beach is directly on the Gulf Coast approximately 10 miles northeast~~ of ~~Galveston. The~~$77,909 ~~home~~for ~~was built on pilings that were designed so that a hurricane type high surf would pass underneath and not injure~~ the ~~structure~~fiscal ofyear ~~the~~ended ~~home.~~March ~~This~~31, ~~house~~2011 ~~was~~compared ~~the only one within several blocks~~ to ~~survive~~a ~~Hurricane~~net ~~Ike~~loss ~~untouched. The Crystal Beach House has raised the awareness~~ of ~~construction using this technology in areas prone to hurricanes~~$268,924 ~~tornados~~for ~~and earthquakes. It is our intention to be~~ the ~~leader~~fiscal inyear ~~this~~ended ~~industry. FEMA~~March ~~officials~~31, as well as the Structures group from Texas Tech University have both been to the house to inspect it and discuss a wide range of topics concerning using this type of construction all along the gulf coast2010.

~~Northern~~Liquidity ~~Texas~~and ~~Panhandle: There~~Capital ~~is an acute housing shortage in the Northern Panhandle of Texas. This is due to a number of factors:~~Resources

	1.	Conoco-Phillips – 7 to 10 year plant expansion
	2.	Chevron – 7 to 10 year plant expansion

We currently have no material commitments for capital expenditures and have no fixed expenses.

	3.	Wind Generation – T. Boone Pickens and others building massive wind farms within 10 miles of Stinnett (north, east and west of town)
	4.	Two Carbon Black plants within 10 miles of Stinnett

	5.	New plastics plant within 10 miles of Stinnett
	6.	New aircraft plant (Ospray Project) within 20 miles of Stinnett

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

8Working capital is summarized and compared as follows:

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

	March 31,			March 31,
	2011			2010

Current assets	$	0		$	238
Current liabilities		521,833			444,162
Deficit	$	(521,833	)	$	(443,924	)

~~PLAN~~The OFchanges ~~OPERATION~~in -our ~~continued~~working capital are primarily due to an increase in related party payables and accrued interest payable.

~~All~~Changes ofin ~~the~~cash ~~motels~~flows ~~and apartments~~ are ~~booked~~summarized ~~solid and have been for over a year. The company feels that building some medium size houses, 1200-1500 sq ft,~~ as well as one (1) to three (3) 40 unit 2 story motels would sell quickly in this area. Ron Bell (our highly qualified consultant for this area) has met with the Mayor of Stinnett as well as the President of the Stinnett Community Development Corporation, and both have told him that there is a great demand for the products that we can deliver. They are currently working with Mr. Bell to locate additional home lots for us to begin construction by the first quarter of 2011. follows:

~~Galveston~~Our ~~Area: A~~net ~~major~~cash ~~opportunity~~used ~~presented~~by ~~itself~~operations ~~with~~was ~~Hurricane~~$9,762 ~~Ike. There~~for ~~is a great deal of devastation in~~ the ~~general~~fiscal ~~area~~year ~~and~~ended ~~there~~March ~~will~~31, be2011 aas ~~large~~compared ~~number of homes and commercial structures that will need~~ to be$175,846 ~~rebuilt~~for ~~following~~ the ~~hurricane. Affordable~~fiscal ~~Green~~year ~~Homes~~ended ~~will~~March ~~be at the center of the rebuilding. In 2007~~31, ~~Ron Bell built a SCIP home near Crystal Beach~~2010. Crystal Beach is directly on the Gulf Coast approximately 10 miles northeast of Galveston. The home was built on pilings so that a hurricane type high surf would pass underneath and not injure the structure of the home. We are also in discussions with major insurance carriers about rebuilding homes with our type of construction.

~~RESULTS:~~During the fiscal year ended March 31, 2011, we experienced a net loss of $77,909. This included operating expenses in the amount of $60,909 and interest expense of $17,000.

~~The~~During ~~response~~the ~~our~~fiscal ~~company~~year ~~has~~ended ~~received~~March ~~from~~31, ~~our~~2010, ~~panel~~we ~~building~~experienced ~~process~~a isnet ~~positive.~~loss ~~The~~of ~~costs~~$268,924. This toincluded ~~build~~operating ~~are~~expenses ~~lower~~in ~~than~~the ~~concrete~~amount ~~block~~of ~~or stucco~~$247,303 and ~~the~~interest ~~actual~~expense ~~construction~~of ~~building time is twice as fast~~$21,621.

~~Our~~Cash ~~consultants~~provided ~~have~~by ~~estimated~~financing ~~that~~activities ~~there~~for isthe fiscal years ended March 31, 2011 and 2010 was $50,624 and $237,721, respectively. We had proceeds from notes payable to an officer of $50,624, which was offset by a ~~real~~repayment ~~need~~of notes payable to a third party note holder of $10,000 for ~~our~~the ~~product~~fiscal year ended March 31, 2011. We ~~Our~~had ~~company~~proceeds ~~has~~from ~~just~~notes ~~completed~~payable to a ~~video~~third ~~that~~party ~~explains~~note ~~the~~holders ~~product~~of $175,000, and ~~demonstrates~~from ~~the~~an ~~construction~~officer of ~~affordable~~$62,721 ~~homes~~for ~~and~~the ~~privacy~~fiscal ~~walls~~year ended March 31, 2010.

~~Markets/~~As ~~Potential~~of ~~Customer~~March ~~Base~~31, 2010 and 2011, we owed related parties $225,721 and $276,346, respectively, for working capital advances which were provided to us on an interest-free basis.

~~Some~~We had total principal due under all notes payable at March 31, 2010 and 2011 of ~~the~~$175,000 ~~countries~~and we$165,000, ~~have~~respectively, ~~been~~all incurrently ~~contact~~due, with toaccrued ~~build~~interest ~~affordable~~payable ~~housing~~of $21,621 and $38,621, respectively. Interest expense under all notes payable in ~~addition~~the tofiscal ~~Mexico~~years ~~are:~~ended March 31, 2010 and 2011 was $21,621 and $17,000, respectively.

~~Mexico~~At ~~Peru~~March ~~Nigeria~~31, ~~Saipan~~2010 ~~Guam~~and ~~India~~2011, ~~Brazil~~we ~~Indonesia~~had ~~Haiti~~$90,000 in unsecured notes payable due to a corporation controlled by an officer, bearing interest at 10% per annum, plus a 10% fee for late repayment which has been incurred, with all principal and interest currently due.

~~ITEM~~At 7AMarch 31, 2010 and 2011, we had $85,000 and $75,000, respectively, in unsecured notes payable due to several individuals, bearing interest at 10% per annum, and with all principal and interest currently due. ~~QUANTITATIVE~~One ~~AND~~of ~~QUALITATIVE~~these ~~DISCLOSURES~~notes ~~ABOUT~~is ~~MARKET~~in ~~RISK~~the amount of $10,000 and is convertible at $0.10 per share at anytime prior to repayment and in the sole discretion of the note holder. The note also carries a 10% fee for late payment which has now been incurred. A second note which is in the amount of $50,000 allows the note holder, in their sole discretion, to take repayment in either cash or 600,000 shares of our common stock.

~~Not~~There ~~Required~~was no net cash used or provided from investing activities for the fiscal years ended March 31, 2011 or 2010.

~~ITEM~~Off 8.Balance ~~FINANCIAL~~Sheet ~~STATEMENTS AND SUPPLEMENTARY DATA.~~Arrangements

~~The~~We ~~consolidated~~have ~~financial~~no ~~statements~~off ~~required~~balance tosheet ~~be filed pursuant to this Item 8 begin on page F-1 of this report~~arrangements.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~6

~~There~~ITEM ~~have~~7A ~~been~~– noQUANTITATIVE ~~changes~~AND inQUALITATIVE orDISCLOSURES ~~disagreements~~ABOUT ~~with~~MARKET ~~Ronald R Chadwick on accounting and financial disclosure matters at any time.~~RISK

~~ITEM~~We ~~9A.~~are ~~CONTROLS~~a ~~AND~~smaller ~~PROCEDURES~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

~~Our~~ITEM ~~Chief~~8 ~~Executive~~– ~~Officer,~~FINANCIAL ~~President,~~STATEMENTS ~~and~~AND ~~Chief~~SUPPLEMENTARY Financial Officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared. The Certifying Officers have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of this report and believe that the Company's disclosure controls and procedures are effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.DATA

9Our financial statements and notes thereto and the related independent public accounting firm report of Ronald R. Chadwick P.C. are attached to this Annual Report beginning at Page 17 and are incorporated herein by reference.

~~9B.~~ITEM ~~OTHER~~9 ~~INFORMATION.~~– CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of period covered by this report. Based upon such evaluation, the President and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management assessed our internal control over financial reporting as of March 31, 2011, the end of our fiscal-year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal-year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. We reviewed the results of management’s assessment with our Board of Directors.

Inherent Limitations on Effectiveness of Controls

Our management, including the Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

ITEM 9B – OTHER INFORMATION

None.

PART III

ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS, ~~PROMOTERS~~ AND ~~CONTROL~~CORPORATE ~~PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.~~GOVERNANCE

~~The~~Directors ~~directors~~ and ~~executive~~Executive ~~officers of the Company are as follows:~~Officers

Name	Position Held with the Company	Age	Date First Elected or Appointed
Michael P Vahl	President, CEO and Director	53	September 9, 2008
Zachary O. Lark	Secretary, Treasurer, and Director	42	September 9, 2008
Randall Buchanan	Director	64	September 9, 2008

Our directors and executive officers are as follows:

The foregoing persons may be deemed "promoters" of Affordable Green Homes International as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.

Name	Position	Age
Michael P. Vahl	President, Chief Executive Officer, and Director	54
Zachary O. Lark	Secretary, Treasurer, and Director	43
Randall Buchanan	Director	65

~~Directors~~Set ~~are~~forth ~~elected~~below tois biographical ~~serve~~information ~~until~~with ~~the~~respect ~~next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed~~ to ~~serve~~each ~~until the meeting~~ of the ~~board~~aforementioned ~~of directors following the next annual meeting of stockholders and until their successors have been elected and qualified~~individuals.

NoMichael ~~executive~~P. ~~officer~~Vahl ~~or director of Affordable Green Homes International~~ has ~~been~~served ~~the~~as ~~subject~~a member of ~~any~~our ~~order~~board, ~~judgment,~~Chief Executive orOfficer ~~decree~~and ofPresident ~~any~~since September ~~court~~2008. Since ofFebruary ~~competent jurisdiction~~1988, orMr. ~~any~~Vahl ~~regulatory~~has ~~agency~~served ~~permanently~~as orthe ~~temporarily~~sole ~~enjoining,~~proprietor ~~barring,~~of ~~suspending~~The orVahl ~~otherwise~~Software ~~limiting~~Group, ~~him~~a orcomputer ~~her~~and ~~from~~business ~~acting~~consulting asfirm anof ~~investment~~which ~~advisor,~~he ~~underwriter,~~is ~~broker~~the orfounder. From ~~dealer~~January in1994 ~~the~~to ~~securities~~September ~~industry~~1995, orMr. asVahl anserved ~~affiliated~~as ~~person,~~Vice ~~director~~President ~~or employee~~ of anCapital ~~investment~~Development ~~company~~Group, ~~bank~~Inc., ~~savings~~a ~~and~~medical ~~loan~~accounts ~~association,~~receivables orfactoring ~~insurance~~ company orwhich ~~from~~he ~~engaging~~formed inalong ~~or continuing any conduct or practice in connection~~ with ~~any~~two ~~such~~industry ~~activity or in connection with the purchase or sale of any securities~~partners.

NoZachary ~~executive~~O. ~~officer~~Lark orhas ~~director~~served as a member of our board, Secretary and Treasurer since September 2008. ~~Affordable~~Since ~~Green~~August ~~Homes~~2006, ~~International~~Mr. Lark has ~~been~~served ~~convicted~~as inManaging ~~any~~Director ~~criminal~~of ~~proceeding~~ARGO ~~(excluding~~Venture ~~traffic~~Group, ~~violations)~~LLC, ora isboutique venture consulting firm which provides services focused on work-out and start-up situations as well as real estate investment services. ARGO Venture Group, LLC has broad activities in the ~~subject~~real estate arena including land acquisitions and feasibility, distressed property, Bank REO sales and syndication. In January 1997, Mr. Lark founded Telisphere Communications, an Internet Service Provider which catered to business and government organizations. Mr. Lark served as Director of Business Development of Telisphere Communications until its sale in April 1999. In April 1999, along with several industry partners, Mr. Lark formed Essential Markets, a ~~criminal~~national ~~proceeding~~Software Application Service Provider where he served as Director of Investor Relations until September 2001. In 1990, ~~which~~Mr. isLark ~~currently~~received ~~pending~~a B.A. from Hawaii Pacific University in Honolulu, Hawaii.

NoRandall ~~executive~~“Buck” ~~officer~~Buchanan orhas ~~director~~served as a member of our board since September 2008. ~~Affordable~~From ~~Green~~February ~~Homes~~1992 ~~International~~through isJune 2010, Mr. Buchanan was the ~~subject~~President and sole proprietor of ~~any~~ServiceMaster ~~pending~~by ~~legal~~Buchanan, ~~proceedings~~a business services franchise of ServiceMaster, Inc. In 1972, Mr. Buchanan received a B.A. from Pennsylvania State University in University Park, Pennsylvania.

~~Mr.~~Board ~~Michael~~of P.Directors ~~Vahl Age 53, CEO, President~~ and ~~Director~~Officers

~~Michael~~Each P.director ~~Vahl~~is ~~has~~elected ~~owned~~until ~~The~~our ~~Vahl~~next ~~Software~~annual ~~Group,~~meeting aand ~~computer~~until ~~and~~their ~~business~~successor ~~consulting~~is ~~firm,~~duly ~~since~~elected ~~1988~~and qualified. ~~Mr.~~ ~~Vahl~~The ~~also~~Board ~~co-founded~~of ~~Capital~~Directors ~~Development~~may ~~Group,~~also ~~Inc.,~~appoint inadditional ~~1994~~directors ~~and~~up ~~helped~~to itthe gomaximum ~~public~~number inpermitted ~~1995~~under our by-laws. ~~Capital~~ ~~Development~~A ~~Group,~~director ~~Inc.~~so ~~was~~chosen inor ~~the~~appointed ~~business~~will ofhold ~~factoring~~office ~~Medical~~until ~~Accounts~~the ~~Receivables. Mr.~~next ~~Vahl~~annual ~~also~~meeting ~~sits~~of ~~and~~stockholders. ~~has~~Each ~~sat~~executive onofficer aserves ~~number~~at ofthe ~~non~~discretion ~~profit~~of the Board of Directors and holds office until their successor is elected or until their resignation or removal in ~~Riverside,~~accordance ~~California~~with our articles of incorporation and by-laws.

~~Mr.~~Meetings ~~Zachary~~and O.Committees ~~Lark Age~~of 42the ~~Secretary,~~Board ~~Treasurer~~of ~~and Director~~Directors

~~Zachary~~During O.the ~~Lark~~year isended ~~Managing~~March ~~Director of ARGO Venture Group~~31, ~~LLC~~2011, aour ~~boutique~~Board ~~venture consulting firm which provides services focused on work out and start-up situations as well as real estate investment services. In 1997, he founded and served as Director~~ of ~~Business~~Directors ~~Development~~held one ofmeeting ~~an Internet Service Provider named Telisphere Communications catering to Business~~ and ~~Government~~took ~~organizations. In~~zero ~~1999,~~actions heby ~~sold~~written ~~Telisphere as part of National roll up plan and helped launch a national Software Application Service Provider named Essential Markets~~consent. ~~While~~The ~~there,~~meeting hewas ~~served~~attended asby aall ~~technical~~three ~~and marketing advisor to the founders ending up as Director~~ of ~~Investor~~our ~~Relations~~directors. He left Essential Markets in 2001 to form his own Venture Consulting Company, Grid Ventures, Inc. Over the past 8 years, he has traveled internationally negotiating marketing and distribution agreements, raising money for client companies, assisting them secure long term management teams while hitting business milestones. He has also participated in various roles in several successful real estate developments. He attended Hawaii Pacific University and currently lives in Seattle, WA.

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE - continued

Indemnification of Officers and Directors

Our Articles of Incorporation provide that we will indemnify our officers and directors to the fullest extent permitted under Nevada law against all liabilities incurred by reason of the fact that the person is or was an officer, director, or fiduciary of us. The effect of these provisions is potentially to indemnify our officers and directors from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with us. Pursuant to Nevada law, a corporation may indemnify a director, provided that such indemnity shall not apply on account of:

	(a)	acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law;
	(b)	unlawful distributions; or
	(c)	any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled.

Our Bylaws further provide that we will indemnify our officers and directors for all costs and expenses incurred in connection with the defense of actions, suits, or proceedings against them on account of their being or having been an officer or directors of us, absent a finding of negligence or misconduct in office. Our Bylaws also permit us to maintain insurance on behalf of our officers, directors, employees and agents against any liability asserted against and incurred by that person whether or not we have the power to indemnify such person against liability for any of those acts. We do not maintain any such insurance at this time.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission (“SEC”) initial reports of ownership and reports of changes in ownership of common stock and other equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge, the following delinquencies have occurred:

Name and Affiliation	No. of Late Reports	No. of Transactions Not Filed on Timely Basis	Known Failures to File
Michael P. Vahl, President, Chief Executive Officer, and Director	–	1	Form 3
Zachary O. Lark, Secretary, Treasurer, and Director	–	1	Form 3
Randall Buchanan, Director	–	1	Form 3
Stephanie Hill, 10% Shareholder	–	1	Schedule 13D/G
Green World Construction Inc., 10% Shareholder	–	1	Schedule 13D/G
Juliann Basilio, 10% Shareholder	–	1	Schedule 13D/G

ITEM ~~10.~~11 ~~DIRECTORS,~~– EXECUTIVE ~~OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. - continued~~COMPENSATION

~~Mr.~~Executive ~~Randall “Buck” Buchanan Age 64 Director~~Compensation

~~Randall~~Since ~~(“Buck”)~~our ~~Buchanan~~date ~~has been a local resident~~ of ~~the~~inception, Reno/Sparks area for over twenty-five (25) years and has been involved in many Northern Nevada’s major real estate developments including construction management of some of the largest hotel and gaming resort properties. He served our ~~country~~executive ~~for~~officers ~~years~~have ofnot ~~service in the military and his tours during the Vietnam Conflict. He earned his Business degree from Penn State University. Mr. Buchanan has achieved many entrepreneurial successes~~received, ~~with one of his latest being the company that he has owned~~ and ~~managed~~have ~~for~~not ~~over fifteen (15) years~~accrued, ~~Servicemaster~~any ~~by Buchanan~~compensation. ~~Founded~~The onofficers ~~his~~anticipate ~~belief~~that ofthey ~~“giving~~will ~~back”~~not ~~to those in need~~receive, ~~his company exemplifies his character. It’s often said of Mr. Buchanan~~accrue, ~~his common sense approach united with his high energy and moral values is what inspires his employees~~earn, ~~partners~~be ~~and~~paid ~~friends~~or toawarded ~~greater~~any ~~heights. His~~compensation ~~vision~~in ~~and~~the ~~perseverance~~immediately ~~will~~foreseeable ~~be his most valuable asset~~future.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provide that we must indemnify our directors and officers to the fullest extent permitted under Nevada law against all liabilities incurred by reason of the fact that the person is or was a director or officer or a fiduciary of Affordable Green Homes International. The effect of these provisions is potentially to indemnify our directors and officers from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with us. Pursuant to Nevada law, a corporation may indemnify a director, provided that such indemnity shall not apply on account of:

(a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law;

(b) unlawful distributions; or

(c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled.

Our Bylaws provide that we will indemnify our officers and directors for costs and expenses incurred in connection with the defense of actions, suits, or proceedings against them on account of their being or having been directors or officers of Affordable Green Homes International, absent a finding of negligence or misconduct in office.

Our Bylaws also permit us to maintain insurance on behalf of our officers, directors, employees and agents against any liability asserted against and incurred by that person whether or not we have the power to indemnify such person against liability for any of those acts. We do not maintain such insurance.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires directors and certain officers of the Company, as well as persons who own more than 10% of a registered class of the Company's equity securities, ("Reporting Persons") to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. The Company has been informed that none of the persons required to file in a timely manner as required by Section 16 of the Securities Exchange Act of 1934 and the Rules promulgated there under have done so. The Company is further informed that (a) Forms 3 and Forms 5 will be filed by each of the aforementioned persons on or before December 31, 2010 and (b) such persons have not been required to file any other Forms under Section 16(a) of the Exchange Act during the fiscal year ended March 31, 2010 or prior thereto.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

Since Affordable Green Homes International’s date of inception to the date of this filing, our executive officers have not received and are not accruing any compensation. The officers anticipate that they will not receive, accrue, earn, be paid or awarded any compensation during the first year of operations.

We have not entered into any employment agreement or consulting agreement with our directors and executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

Summary Compensation Table

The following table sets forth the compensation earned during the years ended March 31, 2011 and 2010 by our current Chief Executive Officer and our only other officer:

Name and Principal Position	Year (1)	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Non-qualified Deferred Compen-sation ($)	All Other Compen-sation ($)	Total ($)
Michael P. Vahl, President and Chief Executive Officer	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Zachary O. Lark, Secretary and Treasurer	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

(1)	The information is provided for each fiscal year which begins on April 1 and ends on March 31.

Director Compensation

Our directors are not compensated for their services, but are entitled for reimbursement of expenses incurred in attending board of directors meetings.

~~Directors~~ITEM ~~Compensation~~12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

WeThe ~~have~~following notable ~~formal~~sets ~~plan~~forth ~~for~~certain ~~compensating~~information ~~our~~regarding ~~directors for their services in their capacity as directors. In the future we may grant options to~~ our ~~directors to purchase~~ shares of outstanding common stock asbeneficially ~~determined~~owned byas ~~our Board~~ of ~~Directors~~the ordate ahereof ~~compensation~~by ~~committee~~(i) ~~that~~each ~~may be established. Directors are entitled to reimbursement for reasonable travel and other out-~~of~~-pocket~~ ~~expenses incurred in connection with attendance at meetings of~~ our ~~board~~directors ofand ~~directors.~~executive ~~The~~officers, ~~board~~(ii) ofall directors ~~may~~and ~~award~~executive ~~special~~officers ~~remuneration~~as toa ~~any~~group, ~~director~~and ~~undertaking~~(iii) ~~any~~each ~~special services on behalf of Affordable Green Homes International~~ other ~~than~~person ~~services~~who ~~ordinarily~~is ~~required~~known ofby aus ~~director. Since inception~~ to ~~the~~own ~~date~~beneficially ~~hereof,~~more nothan ~~director~~5% ~~received~~of ~~and/or~~our ~~accrued~~common ~~any~~stock ~~compensation~~based ~~for~~upon ~~his or her services as a director~~12,925,000 ~~including~~issued ~~committee~~shares ~~participation~~of ~~and/or~~common ~~special assignments~~stock.

EMPLOYMENT AND RELATED AGREEMENTS

Name and Address of Beneficial Owners1	Amount and Nature of Beneficial Ownership	Percent Ownership2
Michael P. Vahl, Director, President and Chief Executive Officer	0	0%
Zachary O. Lark, Director, Secretary and Treasurer	0	0%
Randall Buchanan, Director	100,000	0.8%
All executive officers and directors as a group (three persons)	100,000	0.8%
Juliann Basilio 461 Donald Drive Hollister, Ca 95023	2,100,0003	16.2%
Stephanie Hill 35-502 Canteen Way Thousand Palms, CA 92276	1,750,000	13.5%
Green World Construction Inc. 1285 Baring Blvd, #289 Sparks, NV 89434	1,500,000	11.6%
Stephen Kroesing P.O. Box 1284 Joshua Tree, CA 92252	1,000,000	7.7%
John Jones 2170 Veneto Sparks, NV 89434	1,000,000	7.7%
John Wachsmith 1255 Tremont Street Port Townsend, WA 98368	800,000	6.2%

WeITEM ~~have~~13 no– ~~employment~~CERTAIN ~~agreements~~RELATIONSHIPS ~~with~~AND ~~any~~RELATED ofTRANSACTIONS, ~~our~~DIRECTOR ~~officers.~~INDEPENDENCE

~~ITEM 12~~None. ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~

~~The~~1 C/o ~~following~~our isaddress, a1325 ~~table~~Spruce ~~detailing~~St, ~~the~~Suite ~~current shareholders of AGHI owning 5% or more of the common stock~~200, ~~and shares owned by AGHI directors and officers as of March 31~~Riverside, ~~2010~~California :92507.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(2)
Common	Mr. John Jones 2170 Veneto Sparks, NV 89434	1,000,000	7.74%
Common	Mr. Randall Buchanan Director 545 Valle Verde Sparks, NV 89436	100,000	0.77%
Common	Ms. Stephanie Hill 35-502 Canteen Way Thousand Palms, CA 92276	1,750,000	13.54%
Common	A-Finn Finance and Investment LLC (1) 461 Donald Drive Hollister, Ca 95023	2,000,000	15.47%
Common	Steve Kroesing P.O. Box 2184 Joshua Tree, CA 92252	1,000,000	7.74%
Common	John Wachsmith 1255 Tremont Street Port Townsend, WA 98368	800,000	6.19%
Common	Directors and officers as a group of two (1)	6,650,000	51.45%

2 Except as otherwise indicated, we believe that the beneficial owners of common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.

	1.	Juliann Basilio is the controlling member of A-Finn Finance and Investment LLC
	2.	Based on the total of 12,925,000 outstanding common shares as of the date of this Report.

3 Includes 2,000,000 shares of common stock held in the name of A-Finn Finance & Investment LLC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On October 27, 2006, John Jones purchased by subscription 1,000,000 shares of common stock from AGHI for $0.0060 per share or an aggregate of $6,000.

On October 27, 2006, Randall Buchanan purchased by subscription 100,000 shares of common stock from AGHI for $0.01 per share or an aggregate of $1,000.

ITEM ~~13.~~14 ~~CERTAIN~~– ~~RELATIONSHIPS~~PRINCIPAL ~~AND~~ACCOUNTANT ~~RELATED~~FEES ~~TRANSACTIONS,~~ AND ~~DIRECTOR INDEPENDENCE. - continued~~SERVICES

OnRONALD ~~October 27, 2006, Stephanie Hill purchased by subscription 250,000 shares of common stock from AGHI for $0~~R.01 ~~per~~CHADWICK ~~share or an aggregate of $2,500~~ P.C. (“CHADWICK”)

OnChadwick ~~October~~is ~~30,~~our ~~2006,~~independent ~~A-Finn~~auditor ~~Finance~~and &examined ~~Investment,~~our ~~LLC~~financial statements for the fiscal years ended March 31, ~~purchased~~2011 byand ~~subscription~~March 231,~~000,000~~ ~~shares~~2010. Chadwick ofperformed ~~common~~the ~~stock~~services ~~from~~listed ~~AGHI~~below and was paid the fees listed below for ~~$0.01~~the ~~per~~fiscal ~~share~~years orended anMarch ~~aggregate~~31, of2011 ~~$20~~and March 31,~~000~~ 2010.

OnAudit ~~January 6, 2007, Stephanie Hill purchased by subscription 1,500,000 shares of common stock from AGHI for $0.01 per share or an aggregate of $15,000.~~Fees

~~ITEM~~Chadwick ~~14.~~was ~~PRINCIPAL~~paid ~~ACCOUNTING~~aggregate ~~FEES~~audit ~~AND~~fees ~~SERVICES~~of approximately $8,400 and $9,250 for the fiscal years ended March 31, 2011 and March 31, 2010, respectively, for professional services rendered for the audit of our annual financial statements and for the reviews of the financial statements included in our quarterly reports on Form 10-Q during those fiscal years.

~~The~~Audit ~~following~~Related ~~is a summary of the aggregate fees billed to Registrant by its principal accountant(s) for professional services rendered for the fiscal years ended March 31, 2010 and 2009.~~Fees

1.Chadwick ~~Audit~~was ~~Fees.~~not ~~Consists~~paid ofany additional fees ~~billed~~ for ~~professional services rendered for~~ the ~~audits of Registrant's financial statements for the~~ fiscal years ended March 31, ~~2010~~2011 and ~~2009~~March 31, ~~and~~2010, respectively, for ~~review~~assurance ~~of the financial statements included in Registrant's Quarterly Reports on Form 10-QSB~~ and ~~10-Q~~related ~~for~~services ~~those~~reasonably ~~fiscal~~related ~~years.~~to ~~Audit fees paid for~~ the ~~2009~~performance ~~audit~~of ~~to Chadwick LLC were $3,910. Audit fees paid for~~ the ~~2010~~ audit toor ~~Chadwick~~review ~~LLC~~of ~~were~~our ~~$8,410~~financial statements.

2.Tax ~~Audit-Related~~ Fees. Consists of fees billed for services rendered to Registrant for audit-related services, which generally include fees for audit and review services in connection with a proposed spin-off transaction, separate audits of employee benefit and pension plans, and ad hoc fees for consultation on financial accounting and reporting standards. None

3.Chadwick ~~Tax~~was ~~Fees.~~not ~~Consists~~paid ofany additional fees ~~billed~~ for ~~services~~the ~~rendered~~fiscal toyears ~~Registrant~~ended ~~for~~March ~~tax services~~31, ~~which~~2011 ~~generally~~and ~~include~~March ~~fees~~31, 2010, respectively, for ~~corporate~~professional services rendered for tax ~~planning~~compliance, ~~consultation~~tax advice and ~~compliance.~~tax ~~None~~planning.

4. All Other Fees~~. Consists of fees billed for all other services rendered to Registrant, which generally include fees for consultation regarding computer system controls and human capital consultations. None~~

~~None~~Chadwick ofwas ~~the~~not ~~"audit-related,"~~paid ~~"tax"~~any ~~and "all~~ other" ~~services~~fees infor ~~2010,~~professional asservices ~~defined~~during ~~above, were approved by~~ the ~~Audit~~fiscal ~~Committee~~years inended ~~reliance~~March on31, ~~the~~2011 deand ~~minimus~~March ~~exception~~31, to2010, ~~the preapproval requirements under federal securities laws and regulations~~respectively.

Pre-Approval of Services of Principal Accounting Firm

The Audit Committee's written policy is to pre-approve all audit and permissible non-audit services provided by Registrant's principal accounting firm (independent auditor). These services may include audit services, audit-related services, tax services and other permissible non-audit services. Any service incorporated within the independent auditor's engagement letter, which is approved by the Audit Committee, is deemed pre-approved. Any service identified as to type and estimated fee in the independent auditor's written annual service plan, which is approved by the Audit Committee, is deemed pre-approved up to the dollar amount provided in such annual service plan.

During the year, the principal accounting firm may also provide additional accounting research and consultation services required by, and incident to, the audit of Registrant's financial statements and related reporting compliance. These additional audit-related services are pre-approved up to the amount approved in the annual service plan approved by the Audit Committee. The Audit Committee may also pre-approve services on a case-by-case basis during the year.

The Audit Committee's approval of proposed services and fees are noted in the meeting minutes of the Audit Committee and/or by signature of the Audit Committee on the engagement letter. The principal accounting firm of Registrant and management are periodically requested to summarize the principal accounting firm services and fees paid to date, and management is required to report whether the principal accounting firm's services and fees have been pre-approved in accordance with the required pre-approval process of the Audit Committee.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. - continued

Non-Audit Services

The Audit Committee of the Board of Directors has considered whether the provision of non-audit services by the Registrant's principal accountants is compatible with maintaining auditor independence.

PART IV

ITEM 15. – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~The~~(a) Financial ~~following Exhibits are filed herewith~~Statements:

~~31.1~~Report ~~Certification~~ of ~~Chief~~Independent ~~Executive~~Registered ~~Officer~~Public ~~pursuant~~Accounting toFirm ~~the~~(page ~~Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~17)

31.2	Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Balance Sheets (page 18)

~~SIGNATURES~~Statements of Operations (page 19)

~~Pursuant~~Statements ~~to the requirements~~ of ~~Section~~Cash 13Flows ~~or 15~~(d)page ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~20)

FOR:	AFFORDABLE GREEN HOMES INTERNATIONAL, INC.
Dated: August 16, 2010	By:	/s/ Michael P. Vahl
		Michael P Vahl, President

Notes to Financial Statements (pages 22 through 24)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated(b) Exhibits:

Signatures	Titles	Date
Exhibit No.	Description
/s/ Michael P Vahl	Principal Executive Officer	August 16, 2010
3.1	Articles of Incorporation of the Company (filed as an exhibit to Form SB-2 filed on July 27, 2007 with the Commission and incorporated by reference herein)
Michael P Vahl
3.2	Certificate of Amendment to Articles of Incorporation of the Company (filed as an exhibit to Form SB-2 filed on July 27, 2007 with the Commission and incorporated by reference herein)
/s/ Zachary O. Lark	Principal Financial and Accounting Officer	August 16, 2010
3.3	Amended and Restated Bylaws of the Company (filed as an exhibit to Form SB-2 filed on July 27, 2007 with the Commission and incorporated by reference herein)
Zachary O. Lark
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended*
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended*
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

________

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

AFFORDABLE GREEN HOMES INTERNATIONAL

~~FINANCIAL~~ /s/ Michael ~~STATEMENTS~~P. Vahl

~~TABLE~~Michael OFP. ~~CONTENTS~~Vahl

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
FINANCIAL STATEMENTS
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Stockholders' Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

Chief Executive Officer and President

~~F-1~~(Principal Executive Officer)

Date: March 20, 2012

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities as on March 20, 2012.

/s/ Michael P. Vahl

Michael P. Vahl

Director

/s/ Zachary O. Lark

Zachary O. Lark

Director

/s/ Randall Buchanan

Randall Buchanan

Director

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Affordable Green Homes International

Riverside, California

I have audited the accompanying balance sheets of Affordable Green Homes International (a development stage company) as of March 31, ~~2009~~2010 and ~~2010~~2011, and the related statements of operations, stockholders' equity and cash flows for the years then and for period from October 10, 2006 (inception) through March 31, ~~2010~~2011. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Affordable Green Homes International as of March 31, ~~2009~~2010 and ~~2010~~2011, and the results of its operations and its cash flows for the years then ended and for period from October 10, 2006 (inception) through March 31, ~~2010~~2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements the Company has suffered losses from operations and has a working capital and stockholders’ deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado	Ronald R. Chadwick, P.C.
August 12, 2010	RONALD R. CHADWICK, P.C.

/s/ Ronald R Chadwick P.C

Aurora, Colorado

March 1, 2012

F-1

AFFORDABLE GREEN HOMES INTERNATIONAL
(A Development Stage Company)
BALANCE SHEETS



	March 31, 2010			March 31, 2011

ASSETS
Current assets
Cash	$	238		$	-
Total currnt Assets		238			-

Construction in progress		100,000			-
Inventory		-			100,000
Total Assets	$	100,238		$	100,000


LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Bank Overdraft	$	-		$	2,254
Accounts payable		1,820			7,612
Related party payables		225,721			276,346
Customer deposits		20,000			32,000
Accued interest payable		21,621			38,621
Notes payable		175,000			165,000
Total current liabilties		444,162			521,833

Total Liabilities		444,162			521,833

Stockholders' Equity
Common stock, $.0001 par value;
25,000,000 shares authorized;
12,925,000 shares issued
and outstanding		1,293			1,293
Additional paid in capital		135,457			135,457
Deficit accumulated during the
development stage		(480,674	)		(558,583	)

Total Stockholders' Equity		(343,924	)		(421,833	)

Total Liabilities and Stockholders' Equity	$	100,238		$	100,000




The accompanying notes are an integral part of the financial statements.

F-2

AFFORDABLE GREEN HOMES INTERNATIONAL
(A Development Stage Company)
BALANCE SHEETS
STATEMENTS OF OPERATIONS
	March 31, 2009			March 31, 2010
							Period From
ASSETS
							Oct. 10, 2006
Current assets
							(Inception)
Cash	$	1,084		$	238
	Year Ended			Year Ended			To
Total current Assets		1,084			238
	March 31, 2010			March 31, 2011			March 31, 2011
Construction in progress		-			100,000
Revenues	$	-		$	-		$	-
Total Assets	$	1,084		$	100,238
		-			-			-
LIABILITIES & STOCKHOLDERS' EQUITY
Operating expenses:
Current liabilities
General and administrative		247,303			60,909			519,962
Accounts payable	$	-		$	1,820
		247,303			60,909			519,962
Related party payables		76,084			225,721
Gain (loss) from operations		(247,303	)		(60,909	)		(519,962	)
Customer deposits		-			20,000
Other income (expense):
Accued interest payable		-			21,621
Interest (expense)		(21,621	)		(17,000	)		(38,621	)
Notes payable		-			175,000
		(21,621	)		(17,000	)		(38,621	)
Total current liabilties		76,084			444,162
Income (loss) before
Total Liabilities		76,084			444,162
provision for income taxes		(268,924	)		(77,909	)		(558,583	)
Stockholders' Equity
Provision for income tax		-			-			-
Common stock, $.0001 par value;
Net income (loss)	$	(268,924	)	$	(77,909	)	$	(558,583	)
25,000,000 shares authorized;
Net income (loss) per share
12,925,000 shares issued
(Basic and fully diluted)	$	(0.02	)	$	(0.01	)
and outstanding		1,293			1,293
Weighted average number of
Additional paid in capital		135,457			135,457
common shares outstanding		12,925,000			12,925,000
Deficit accumulated during the
The accompanying notes are an integral part of the financial statements.
development stage		(211,750	)		(480,674	)
Total Stockholders' Equity		(75,000	)		(343,924	)
Total Liabilities and Stockholders' Equity	$	1,084		$	100,238
The accompanying notes are an integral part of the financial statements.

F-3

AFFORDABLE GREEN HOMES INTERNATIONAL
(A Development Stage Company)
STATEMENTS OF OPERATIONS
STATEMENTS OF STOCKHOLDERS' EQUITY
							Period From
										Deficit
							Oct. 10, 2006
										Accumulated
							(Inception)
	Common Stock									During The			Stock-
	Year Ended			Year Ended			To
				Amount			Paid In			Development			holders'
	March 31, 2009			March 31, 2010			March 31, 2010
	Shares			($.0001 Par)			Capital			Stage			Equity
Revenues	$	-		$	-		$	-
Balances at Oct. 10, 2006 (Inception)		-		$	-		$	-		$	-		$	-
		-			-			-
Compensatory stock issuances		2,300,000			230			22,770						23,000
Operating expenses:
Sales of common stock		7,625,000			763			75,487						76,250
General and administrative		73,888			247,303			459,053
Net income (loss) for the period											(99,298	)		(99,298	)
		73,888			247,303			459,053
Balances at March 31, 2007		9,925,000		$	993		$	98,257		$	(99,298	)	$	(48	)
Gain (loss) from operations		(73,888	)		(247,303	)		(459,053	)
Net income (loss) for the year											(38,564	)		(38,564	)
Other income (expense):
Balances at March 31, 2008		9,925,000		$	993		$	98,257		$	(137,862	)	$	(38,612	)
Interest (expense)		-			(21,621	)		(21,621	)
Compensatory stock issuances		1,500,000			150			14,850						15,000
		-			(21,621	)		(21,621	)
Sales of common stock		1,500,000			150			22,350						22,500
Income (loss) before
Net income (loss) for the year											(73,888	)		(73,888	)
provision for income taxes		(73,888	)		(268,924	)		(480,674	)
Balances at March 31, 2009		12,925,000		$	1,293		$	135,457		$	(211,750	)	$	(75,000	)
Provision for income tax		-			-			-
Net income (loss) for the year											(268,924	)		(268,924	)
Net income (loss)	$	(73,888	)	$	(268,924	)	$	(480,674	)
Balances at March 31, 2010		12,925,000		$	1,293		$	135,457		$	(480,674	)	$	(343,924	)
Net income (loss) per share
Net income (loss) for the year											(77,909	)		(77,909	)
(Basic and fully diluted)	$	(0.01	)	$	(0.02	)
Balances at March 31, 2011		12,925,000		$	1,293		$	135,457		$	(558,583	)	$	(421,833	)
Weighted average number of
The accompanying notes are an integral part of the financial statements.
common shares outstanding		12,716,667			12,925,000
The accompanying notes are an integral part of the financial statements.

F-4

AFFORDABLE GREEN HOMES INTERNATIONAL
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
										Deficit
							Period From
										Accumulated
							Oct. 10, 2006
	Common Stock									During The			Stock-
							(Inception)
				Amount			Paid In			Development			holders'
	Year Ended			Year Ended			To
	Shares			($.0001 Par)			Capital			Stage			Equity
	March 31, 2010			March 31, 2011			March 31, 2011
Balances at Oct. 10, 2006 (Inception)		-		$	-		$	-		$	-		$	-
Cash Flows From Operating Activities:
Compensatory stock issuances		2,300,000			230			22,770						23,000
Net income (loss)	$	(268,924	)	$	(77,909	)	$	(558,583	)
Sales of common stock		7,625,000			763			75,487						76,250
Adjustments to reconcile net loss to
Net income (loss) for the period											(99,298	)		(99,298	)
net cash provided by (used for)
Balances at March 31, 2007		9,925,000		$	993		$	98,257		$	(99,298	)	$	(48	)
operating activities:
Net income (loss) for the year											(38,564	)		(38,564	)
Construction in progress		(100,000	)		-			(100,000	)
Balances at March 31, 2008		9,925,000		$	993		$	98,257		$	(137,862	)	$	(38,612	)
Bank overdraft		-			2,254			2,254
Compensatory stock issuances		1,500,000			150			14,850						15,000
Accounts payable		1,820			5,792			7,612
Sales of common stock		1,500,000			150			22,350						22,500
Related party payables		149,637			50,625			276,346
Net income (loss) for the year											(73,888	)		(73,888	)
Accrued payables		21,621			17,000			38,621
Balances at March 31, 2009		12,925,000		$	1,293		$	135,457		$	(211,750	)	$	(75,000	)
Customer deposits		20,000			12,000			32,000
Net income (loss) for the year											(268,924	)		(268,924	)
Compensatory stock issuances		-			-			38,000
Balances at March 31, 2010		12,925,000		$	1,293		$	135,457		$	(480,674	)	$	(343,924	)
Net cash provided by (used for)
The accompanying notes are an integral part of the financial statements.
operating activities		(175,846	)		9,762			(263,750	)
Cash Flows From Investing Activities:
		-			-			-
Net cash provided by (used for)
investing activities		-			-			-
(Continued On Following Page)
The accompanying notes are an integral part of the financial statements.

F-5

AFFORDABLE GREEN HOMES INTERNATIONAL
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
							Period From
							Oct. 10, 2006
							(Inception)
	Year Ended			Year Ended			To
	March 31, 2009			March 31, 2010			March 31, 2010
Cash Flows From Operating Activities:
Net income (loss)	$	(73,888	)	$	(268,924	)	$	(480,674	)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Construction in progress		-			(100,000	)		(100,000	)
Bank overdraft		(229	)		-			-
Accounts payable		-			1,820			1,820
Related party payables		37,701			149,637			225,721
Accrued payables		-			21,621			21,621
Customer deposits		-			20,000			20,000
Compensatory stock issuances		15,000			-			38,000
Net cash provided by (used for)
operating activities		(21,416	)		(175,846	)		(273,512	)
Cash Flows From Investing Activities:
		-			-			-
Net cash provided by (used for)
investing activities		-			-			-
Cash Flows From Financing Activities:
Notes payable - borrowings		-			175,000			175,000
Sales of common stock		22,500			-			98,750
Net cash provided by (used for)
financing activities		22,500			175,000			273,750
Net Increase (Decrease) In Cash		1,084			(846	)		238
Cash At The Beginning Of The Period		-			1,084			-
Cash At The End Of The Period	$	1,084		$	238		$	238
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
The accompanying notes are an integral part of the financial statements.

AFFORDABLE GREEN HOMES INTERNATIONAL

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Continued From Previous Page)


							Period From
							Oct. 10, 2006
							(Inception)
	Year Ended			Year Ended			To
	March 31, 2010			March 31, 2011			March 31, 2011

Cash Flows From Financing Activities:
Notes payable - borrowings		175,000			(10,000	)		165,000
Sales of common stock		-			-			98,750
Net cash provided by (used for)
financing activities		175,000			(10,000	)		263,750

Net Increase (Decrease) In Cash		(846	)		(238	)		-

Cash At The Beginning Of The Period		1,084			238			-

Cash At The End Of The Period	$	238		$	-		$	-


Schedule Of Non-Cash Investing And Financing Activities

None


Supplemental Disclosure

Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-















The accompanying notes are an integral part of the financial statements.

F-6

AFFORDABLE GREEN HOMES INTERNATIONAL

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, ~~2009~~2010 and ~~2010~~2011

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Affordable Green Homes International (the “Company”), was incorporated in the State of Nevada on October 10, 2006. The Company is in business to build affordable family homes by using low cost structural concrete insulated panels as the basic construction methodology. The Company plans to purchase land for development, and to market and build finished homes using local labor. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

The Company accounts for income taxes under Accounting Standards Codified No. 740 (“ASC 740”). Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss ~~carryforwards~~carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the price to the client is fixed or determinable, and collectability is reasonably assured.

Property and equipment

Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life. Construction in progress is carried at lower of cost or market.

F-7

AFFORDABLE GREEN HOMES INTERNATIONAL

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2010 and 2011

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - continued

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheet, approximates fair value.

Fiscal year

The Company employs a fiscal year ending March 31.

Stock based compensation

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

NOTE 2. RELATED PARTY TRANSACTIONS

As of March 31, ~~2009~~2010 and ~~2010~~2011, the Company owed related parties $76225,~~084~~721 and $~~225~~276,~~721~~346 for working capital advances. In January 2010, the Company gave its chief executive officer a $20,000 customer deposit credit, and in January 2011, the Company gave an additional $12,000 to the chief executive officer, it being the intent of the Company to sell the Company’s construction in progress house to the officer under a verbal understanding, in exchange for the ~~Officer~~officer reducing amounts owed to him for working capital advances in the same amount of $2032,000.

~~F-7~~NOTE 3. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740. At March 31, 2010 and 2011 the Company had approximately $480,000 and $558,000 in unused federal net operating loss carry forwards, which begin to expire principally in the year 2027. A deferred tax asset of approximately $98,000 and $113,000 resulting from the loss carry forward has been offset by a 100% valuation allowance. The change in the valuation allowance in fiscal year 2010 and 2011 was approximately $54,000 and $16,000.

NOTE 4. NOTES PAYABLE

At March 31, 2010 and 2011, the Company had $90,000 in notes payable due to a corporation controlled by an officer, bearing interest at 10% per annum plus a 10% fee for late repayment which has been incurred, unsecured, with principal and interest all currently due.

The Company also at March 31, 2010 and 2011 had $85,000 and $75,000 in notes payable due to several individuals, bearing interest at 10% per annum, unsecured, with principal and interest all currently due. One of these notes for $10,000 is convertible at $.10 per share anytime prior to repayment at the lender’s discretion into 100,000 common shares, and carries a 10% fee for late payment which has been incurred. Another note for $50,000 allows the lender at his discretion to take repayment in cash or 600,000 common shares.

Total principal due under all notes payable at March 31, 2010 and 2011 was $175,000 and $165,000, all currently due, with accrued interest payable of $21,621 and $38,621. Interest expense under all notes in fiscal years 2010 and 2011 was $21,621 and $17,000.

F-8

AFFORDABLE GREEN HOMES INTERNATIONAL

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, ~~2009~~2010 and ~~2010~~2011

NOTE 3. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740. At March 31, 2009 and 2010 the Company had approximately $212,000 and $480,000 in unused federal net operating loss carryforwards, which begin to expire principally in the year 2027. A deferred tax asset of approximately $44,000 and $98,000 resulting from the loss carryforward has been offset by a 100% valuation allowance. The change in the valuation allowance in fiscal year 2009 and 2010 was approximately $15,000 and $54,000.

NOTE 4. NOTES PAYABLE

At March 31, 2010 the Company had $90,000 in notes payable due to a corporation controlled by an officer, bearing interest at 10% per annum plus a 10% fee for late repayment which has been incurred, unsecured, with principal and $12,621 in accrued interest all currently due.

The Company also at March 31, 2010 had $85,000 in notes payable due to several individuals, bearing interest at 10% per annum, unsecured, with principal and $9,000 in accrued interest all currently due. One of these notes for $10,000 is convertible at $.10 per share anytime prior to repayment at the lender’s discretion into 100,000 common shares, and carries a 10% fee for late payment which has been incurred. Another note for $25,000 allows the lender at his discretion to take repayment in cash or 600,000 common shares.

Total principal due under all notes payable at March 31, 2010 was $175,000, all currently due, with accrued interest payable of $21,621. Interest expense under all notes in fiscal year 2010 was $21,621.

NOTE 5. STOCKHOLDERS' EQUITY

Common stock

The Company at March 31, ~~2009~~2010 and ~~2010~~2011 had 25,000,000 shares of authorized common stock, $.0001 par value, with 12,925,000 common shares issued and outstanding.

Stock options and warrants

At March 31, ~~2009~~2010 and ~~2010~~2011, the Company had stock options and warrants outstanding as described below.

Non-employee stock options and warrants

The Company accounts for non-employee stock options and warrants under ASC 718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

At March 31, ~~2008~~2009, the Company had 9191,~~925,~~000 non-employee common stock purchase warrants outstanding, all exercisable at $.01, and expiring at various dates from November 2008 through June 2009. During fiscal year end March 31, ~~2009~~2010, 9191,~~734,~~000 of the warrants expired, leaving ano ~~year~~warrants ~~end~~outstanding ~~balance~~at ofyear ~~191,000 non-employee common stock purchase warrants~~end.

During fiscal year end March 31, 2010, 191,000 of the warrants expired, leaving no warrants outstanding at year end.

Employee stock options and warrants

The Company accounts for employee stock options and warrants under ASC 718. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares. There were no employee stock options or warrants issued or outstanding at March 31, ~~2009~~2010 and ~~2010~~2011.

NOTE 6. GOING CONCERN

The Company has suffered a loss from operations and has limited operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes to generate sufficient capital to execute its business plan of building affordable family homes for lower income workers in Texas and Louisiana. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.

F-89

Filing Compare · AFFORDABLE GREEN HOMES INTERNATIONAL